Common use of Indemnification of the Buyer Clause in Contracts

Indemnification of the Buyer. (a) Subject to the other terms of this Article 7, from and after the Closing, each Seller agrees to indemnify the Buyer and hold it harmless against and in respect of any and all damages, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney’s fees (collectively, “Losses”), (i) in an amount equal to his or her Pro Rata Share of the Losses, incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the Representative and the Buyer) (1) any breach of any of the representations or warranties contained in Article 3 (as modified by the Disclosure Schedule, (2) the failure of the Company or the Sellers to perform any of their covenants or agreements contained herein, or (3) associated with correcting any material documentary deficiencies associated with the Company’s 401(k) employee benefit plan, and (ii) severally and not jointly, in an amount equal to the Losses incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the applicable Seller and the Buyer) any breach of any of the representations or warranties contained in Article 2 (as modified by the Disclosure Schedule) by such Seller, it being understood, that, for the avoidance of doubt, the indemnification obligations set forth in this Section 7.2(a)(ii) for a breach of any of the representations or warranties contained in Article 2 shall only apply to the Seller who committed such breach.

Indemnification of the Buyer. (a) Subject to the other terms of limitations set forth in this Article 7Agreement, the Seller, from and after the ClosingClosing Date, each Seller agrees to indemnify the Buyer shall indemnify, defend and hold it the Buyer, its Affiliates (including the Company) and their respective, directors, officers, and employees (the “Buyer Indemnified Parties”) harmless from and against and in respect of any and all damages, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney’s fees Damages suffered or incurred by any Buyer Indemnified Party as a result of or arising out of (collectively, “Losses”)a) any breach or inaccuracy of a representation or warranty of the Seller in this Agreement or the Seller Closing Certificate, (i) in an amount equal to his or her Pro Rata Share of the Losses, incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the Representative and the Buyer) (1b) any breach of any agreement or covenant on the part of the representations or warranties contained in Article 3 (as modified by the Disclosure ScheduleSeller made under this Agreement, (2c) the failure Seller Pre-Closing Liabilities, (d) any Indebtedness not taken into account in connection with the adjustment of the Company or the Sellers to perform any of their covenants or agreements contained hereinPurchase Price under Section 1.2, or (3e) associated with correcting any material documentary deficiencies associated with the Company’s 401(k) employee benefit planall Mineral Owner Obligations, and (iif) severally and not jointlyall Easement Title Claims. Notwithstanding the foregoing, in an amount equal no event shall the Seller’s aggregate liability to the Losses incurred by Buyer Indemnified Parties under Section 8.1(f) exceed $1,500,000. For purposes of this Section 8.1, whether the Buyer that arise or result from (as determined by an order Seller has breached any of a court of competent jurisdiction or by written agreement of the applicable Seller its representations and warranties herein, and the Buyer) any breach determination and calculation of any of the representations or warranties contained in Article 2 (as modified by the Disclosure Schedule) by such Seller, it being understood, that, for the avoidance of doubt, the indemnification obligations set forth in this Section 7.2(a)(ii) for a breach of any of the representations or warranties contained in Article 2 shall only apply to the Seller who committed Damages resulting from such breach, shall be determined without giving effect to any qualification as to “materiality” (including the word “material” or “Material Adverse Effect”).

Indemnification of the Buyer. (a) Subject to the other terms of this Article 7, from and after the Closing, each Seller agrees to defend and indemnify the Buyer and hold it harmless against and in respect of any and all damages, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney’s fees (collectively, “Losses”), (i) in an amount equal to his or her Pro Rata Share of the jointly and severally for all Losses, incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the Representative and the Buyer) (1) any breach of or inaccuracy in any of the representations or warranties contained in this Agreement other than in Article 3 2 (as modified by the Disclosure Schedule), or (2) the failure of the Company or the Sellers to perform any of their covenants or agreements contained herein, or (3) associated with correcting any material documentary deficiencies associated with the Company’s 401(k) employee benefit plan, and (ii) severally and not jointly, in an amount equal to the jointly for all Losses incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the applicable Seller and the Buyer) any breach of of, or inaccuracies in, any of the representations or warranties contained in Article 2 (as modified by the Disclosure Schedule) by such Seller, it being understood, that, for the avoidance of doubt, the indemnification obligations set forth in this Section 7.2(a)(ii) for a breach of any of the representations or warranties contained in Article 2 shall only apply to the Seller who committed such breach.

Indemnification of the Buyer. (a) Subject to the other terms of this Article 7, from and after the Closing, each Seller agrees to defend and indemnify the Buyer and hold it harmless against and in respect of any and all damages, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney’s fees (collectively, “Losses”), (i) in an amount equal to his or her Pro Rata Share of the jointly and severally for all Losses, incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the Representative and the Buyer) (1) any breach of or inaccuracy in any of the representations or warranties contained in this Agreement other than in Article 3 2 (as modified by the Disclosure Schedule), or (2) the failure of the Company or the Sellers to perform any of their covenants or agreements contained herein, or (3) associated with correcting any material documentary deficiencies associated with the Company’s 401(k) employee benefit plan, and (ii) severally and not jointly, in an amount equal to the jointly for all Losses incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the applicable Seller and the Buyer) any breach of of, or inaccuracies in, any of the representations or warranties contained in Article 2 (as modified by the Disclosure Schedule) by such Seller, it being understood, that, for the avoidance of doubt, the indemnification obligations set forth in this Section 7.2(a)(ii) for a breach of any of the representations or warranties contained in Article 2 shall only apply to the Seller who committed such breach.. (b) Notwithstanding anything in this Agreement to the contrary, the Buyer shall be entitled to offset any claims it may have with respect to Section 1.7, Section 5.6 or this Article 7 against any amounts that it is required to pay to the Sellers hereunder (including the Post-Closing Payments). 7.3